Where either Sample Clauses

Where either. (a) A school is merged and the teacher is not placed in a position in the continuing school; or (b) A school is closed; the teacher will have all of the surplus staffing options available to them. Continued employment may be approved by the Secretary for up to a further one term.
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Where either. (a) the Employee’s position is no longer required, or (b) the Employee’s position or its requirements permanently change to such an extent that the Employee is unable to fill the position in a manner satisfactory to PureDepth NZ, then one month’s notice of termination of employment will be given. PureDepth NZ will consult with the Employee with the objective of exploring possible alternatives to redundancy. The Employee will become redundant (with employment terminated) at the expiry of the notice period or such earlier time where the Employer does not require notice to be worked out unless the parties have both agreed on another alternative.
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Where either. 5.3.1 a Borrower fails to make a such a claim for rollover relief or holdover relief pursuant to its obligations under paragraph 5.2 above; or Back to Contents 5.3.2 the conditions set out in paragraphs 5.2.1 and/or 5.2.2 are not met (so no such claim can be validly made or, if validly made, was made in breach of the Holdover Condition), and the relevant Disposal CGT Liability is a Material CGT Liability, then the Borrower undertakes to the Borrower Security Trustee that it will use Excess Cash to pay into the Disposal Proceeds Account an amount equal to the amount released pursuant to paragraphs 5.1.2 or 5.1.3.
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Where either. (a) a Syndicate Member is in default of his or her financial obligation to the Syndicate; or (b) a Syndicate Member or a member of his or her family or a guest either: i) wilfully or negligently causes damage to the boat or to the mooring adjacent to the Boat or to any person or property on the Boat; ii) is in serious breach of this Code of Conduct or other terms of the Syndicate Agreement or, after due warning, persists in such breach; or iii) behaves in an antisocial manner towards other Syndicate Members, he or she may have his or her right to use the Boat suspended for any period by a majority decision of the remaining Syndicate Members.
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Where either. (a) the Buyer notifies the Sellers of any Claim or Tax Authority Claim before a Retention Release Date, and such Claim or any Claim arising out of such notified Tax Authority Claim is Determined (whether such determination is made on, before or after the Retention Release Date), then there shall be paid to the Buyer out of the Retention Account (by way of satisfaction (in whole or part, as the case may be) of such liability of the Sellers, or such relevant Sellers) an amount equal to such liability of the Sellers (or ​ ​ such relevant Sellers) or, if less, the sum relating to the Retention Amount then standing to the credit of the Retention Account, plus all interest accrued on that amount in the Retention Account. For the avoidance of doubt, this paragraph will apply to any Claim arising out of a Tax Authority Claim that has been notified to the Sellers before the Release Date regardless of whether such Claim was notified to the Buyer on, before or after the Release Date; or (b) a payment is due to the Buyer in accordance with paragraph 2.2 of Part 1 of Schedule 4 of this Agreement (a "Completion Accounts Payment"), there may be paid to the Buyer (at the Buyer's election) out of the Retention Account (by way of satisfaction (in whole or part) of the Completion Accounts Payment) an amount equal to the lesser of: (i) the Completion Accounts Payment; or (ii) the Retention Amount.
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Where either. 11.7.1 there is a change in the nature of the Occupancy of any part of the Development which in the City Corporation’s reasonable opinion requires amendments or revisions to the approved Delivery and Servicing Management Plan; or 11.7.2 the City Corporation reasonably believes that the approved Delivery and Servicing Management Plan requires amendments or revisions due to the operational servicing practices of the Owner, Developer, tenants or Occupiers of the Development then the City Corporation may request that the Owner submit for approval a revised Delivery and Servicing Management Plan to reflect such amendments or revisions.
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Where either. 21.1 a Change Proposal to the Priority Provisions of the Pool Requirements has been accepted pursuant to the procedures set out in Clause 9.18 but the equivalent Change Proposal to the Pooling and Settlement Agreement is rejected by the relevant forum under that Agreement; or 9. 21.2 a Change Proposal to the Priority Provisions of the Pool Requirements has been rejected pursuant to the procedures set out in Clause 9.18, but the equivalent Change Proposal to the Pooling and Settlement Agreement is accepted by the relevant forum under that Agreement, the Priority Provisions of the Pool Requirements shall not be amended pursuant to the Change Proposal.
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Where either. 22.1 a Change Proposal to the Priority Provisions of the Scottish Settlement Requirements has been accepted pursuant to the procedures set out in Clause 9.18 but the equivalent Change Proposal is rejected by the relevant forum under the Settlement Agreement for Scotland; or 9. 22.2 a Change Proposal to the Priority Provisions of the Scottish Settlement Requirements is rejected pursuant to the procedures set out in Clause 9.18 but the equivalent Change Proposal is accepted by the relevant forum under the Settlement Agreement for Scotland, the Priority Provisions of the Scottish Settlement Requirements shall not be amended pursuant to the Change Proposal. Procedures 9.23 MEC shall agree and issue appropriate procedures in relation to Change Proposals submitted pursuant to this Clause 9 (which procedures shall be subordinate to and shall not be inconsistent with the procedures set out in Clauses 6, 7, 9 and 10), and the parties agree to comply with those procedures as issued from time to time. Emergencies 9.24 Where any change is proposed to this Agreement pursuant to the terms of this Clause 9 which MEC decides: 9. 24.1 is of an urgent nature; and 9. 24.2 is a change which should be accepted MEC may decide to reduce the timescales set out in this Clause 9 accordingly. 10. DATA TRANSFER CATALOGUE 10.1 The Data Transfer Catalogue as at the date of this Agreement shall be initialled by MEC Members for the purposes of identification at the first meeting of MEC.
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Where either. A school is erged and the teacher is not placed in a position in the continuing school; or A school is closed; the teacher will have all of the surplus staffing options available to the . Continued e ploy ent ay be approved by the Secretary for up to a further one ter .
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Related to Where either

  • Experience of Such Purchaser Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

  • By the Company for Cause The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

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